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EXHIBIT 10.2
Zimmer Holdings,
Inc.
2006 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION GRANTED TO
OPTIONEE:
STOCK AWARD SHARES:
EXERCISE PRICE PER SHARE: $
AWARD DATE:
Compensation and Management Development Committee:
Gentlemen:
I understand that this option has
been granted to provide a means for me to acquire and/or expand an
ownership position in Zimmer Holdings, Inc., and it is expected
that I will retain the stock I receive upon the exercise of this
option consistent with the Company’s share retention
guidelines in effect at the time of exercise.
I hereby agree to the foregoing
and following terms and conditions and accept the grant of this
option subject thereto.
ZIMMER HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
NONQUALIFlED STOCK OPTION
Zimmer Holdings, Inc (the
"Company") hereby grants pursuant to the terms of the heretofore
designated stock option plan (the "Plan") to the heretofore named
employee (the "Optionee"), as a matter of separate inducement and
agreement in connection with her/his employment, and not as or in
lieu of any salary or other compensation for her/his services, and
upon the terms and conditions set forth below, the option to
purchase the number of fully paid and non-assessable shares of the
common stock of Zimmer Holdings, Inc., par value $.01 per share
("Common Stock"), heretofore set forth (this "Option") on or before
the expiration of ten years from the date hereof (the "Expiration
Date") at the aforementioned exercise price per share. The Board of
Directors of the Company (the "Board") has authorized the
Compensation and Management Development Committee of the Board (the
"Committee") to administer the Plan.
This Option is granted upon and
subject to the following terms and conditions:
1. No Option may be exercised
hereunder for the purchase of shares unless the Optionee shall have
remained in the continuous employ of the Company or of one of its
subsidiaries for one year following the date hereof. Thereafter,
provided that the Optionee shall at the time of such exercise,
except as specifically set forth herein to the contrary, been in
the employ of the Company or of one of its subsidiaries, this
Option may from time to time prior to the Expiration Date be
exercised in the manner hereinafter set forth, and this Option may
be exercised (i) only to the extent of 25 percent of the
number of shares to which this Option applies on or after the first
anniversary and prior to the second anniversary of the date of
grant hereof, (ii) only to the extent of 50 percent of
the number of shares to which this Option applies on or after the
second anniversary and prior to the third anniversary of the date
of grant hereof, (iii) only to the extent of 75 percent
of the number of shares to which this Option applies on or after
the third anniversary and prior to the fourth anniversary of the
date of grant hereof; and (iv) in its entirety on or after the
fourth anniversary of the date of grant hereof.
2. This Option hereby granted
may be exercised, in whole or in part in accordance with the
vesting schedule set forth in Section 1 above, by the delivery
of an exercise notice to the Company or the Company’s
designated agent. The exercise notice will be effective upon
receipt by the appropriate person at the Company or the
Company’s agent and upon payment of the exercise price, any
fees and any other amounts due to cover the withholding taxes,
payroll taxes and similar-type payments as described herein. Such
exercise notice (which, in the Company’s discretion, may be,
or may be required to be, given by electronic, telefax or other
specified means) shall specify the number of shares with respect to
which this Option is being exercised and such other representations
and agreements as may be required by the Company. In the event the
specified Expiration Date falls on a day which is not a regular
business day at the Company’s executive office in Warsaw,
Indiana, then such written notification must be received on or
before the last regular business day prior to such Expiration Date.
Payment is to be made by certified personal check, or bank draft,
by payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board, or by delivery
of a certificate or certificates for shares of Common Stock owned
by the Optionee for at least six months having a fair market value
at the date of exercise equal to the purchase price for such
shares, or in any combination of the foregoing; provided, however,
that payment in shares of Common Stock will not be permitted unless
at least 100 shares of Common Stock are required and delivered for
such purpose. Any stock certificate or certificates so delivered
must be endorsed, or accompanied by an appropriate stock power, to
the order of Zimmer Holdings, Inc., with the signature guaranteed
by a bank or trust company or by a member firm of the New York
Stock Exchange. No shares shall be sold or delivered hereunder
until full payment for such shares has been made. At its
discretion, the Committee may modify or suspend any method for the
exercise of this Option. The Optionee shall have the rights of a
shareholder only with respect to shares of stock for which
certificates have been issued to her/him.
3. The Company shall not be
required to issue or deliver any certificate or certificates for
shares of its Common Stock purchased upon the exercise of any part
of this Option prior to (i) the admission of such shares to
listing on any stock exchange on which the stock may then be
listed, (ii) the completion of any registration or other
qualification of such shares under any state or federal law or
rulings or regulations of any governmental regulatory body,
(iii) the obtaining of any consent or approval or other
clearance from any governmental agency, which the Company shall, in
its sole discretion, determine to be necessary or advisable, and
(iv) the payment to the Company, upon its demand, of any
amount requested by the Company for the purpose of satisfying its
withholding obligation, if any, with respect to federal, state or
local income or FICA or earnings tax or any other applicable tax
assessment (plus interest or penalties thereon, if any, caused by a
delay in making such payment) incurred by reason of the exercise of
this Option or the transfer of shares thereupon (the "Withholding
Tax Obligation"). The Optionee may satisfy the Withholding Tax
Obligation by authorizing the Company or its agent to withhold an
appropriate number of shares being issued on exercise; provided,
however, that the value of the shares withheld shall not exceed the
Company’s minimum required Withholding Tax Obligation with
respect to the exercise of this Option.
4. This Option is not
transferable by the Optionee otherwise than by will or by the laws
of descent and distribution, and is
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